EXHIBIT 10.2


                                PERCEPTRON, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                     (AMENDED AND RESTATED OCTOBER 22, 2004)


         1. Purpose. The purpose of the Perceptron, Inc. Employee Stock Purchase
Plan (the "Plan") is to promote the best interests of Perceptron, Inc. (the
"Company") and its shareholders by encouraging employees of the Company and its
subsidiaries to acquire a proprietary interest in the Company, thus identifying
their interests with those of shareholders and encouraging the employees to make
even greater efforts on behalf of the Company. The Plan is intended to
constitute an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").

         2. Certain Definitions. As used in this Plan, the term "subsidiary" of
the Company means any "subsidiary corporation" as defined in Section 424(f) of
the Code; the term "employee" means an individual with an "employment
relationship" with the Company or any subsidiary as defined in Regulation
1.421-7(h) of the Income Tax Regulations; the term "employment" means employment
with the Company, or a subsidiary of the Company; and the term "Purchase Period"
means a six-month offering period commencing each January 1 and July 1.

         3. Stock. The stock subject to option and purchase under the Plan shall
be the Common Stock of the Company (the "Common Stock"). The total amount of
Common Stock on which options may be granted under the Plan shall not exceed
250,000 shares, subject to adjustment in accordance with Section 12 of the Plan.
Shares of Common Stock subject to any unexercised portion of a terminated,
cancelled or expired option granted under the Plan may again be used for option
grants under the Plan.

         4. Administration. The Plan shall be administered by a Committee (the
"Committee") of the Board of Directors ("Board"). The Committee may prescribe
rules and regulations from time to time for the administration of the Plan and
may decide questions which may arise with respect to its interpretation or
application. The decisions of the Committee in interpreting the Plan shall be
final, conclusive and binding on all persons, including the Company, its
subsidiaries, employees and optionees. The Committee, from time to time, shall
grant to eligible employees on a uniform basis, options to purchase Common Stock
pursuant to the terms and conditions of the Plan. In the event of insufficient
shares during a Purchase Period, the Committee shall allocate the right to
purchase shares to each participant in the same proportion that such
participant's total current base salary paid by the Company for the Purchase
Period bears to the total of such base salaries paid by the Company to all
participants during the same period. All excess funds withheld, as a result of
insufficient shares, shall be returned to the participant employees.

         5. Participants. Except as provided in Section 6 of the Plan, any
employee who is in the employ of the Company or any subsidiary of the Company on
the offering dates (i) whose







customary employment with the Company or a subsidiary is more than 20 hours per
week, (ii) who works more than five months a year and (iii) who have been
employed by the Company or a subsidiary for at least six months, is eligible to
participate in the Plan in accordance with its terms.

         6. Ownership and Purchase Limitations. Notwithstanding anything herein
to the contrary, no employee shall be entitled to participate in an offering
under the Plan if such employee, immediately after a grant under this Plan,
would, in the aggregate, own, and/or hold options to purchase, shares of Common
Stock equal to or exceeding five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of its
subsidiary corporations. The rules of Section 424(d) of the Code shall apply for
the purpose of determining such stock ownership. With respect to individual
employees, Section 424(d) of the Code provides that an employee shall be
considered as owning the stock owned directly or indirectly, by or for his
brothers and sisters (whether by the whole or half blood), spouse, ancestors,
and lineal descendants. No employee shall be granted an option under the Plan
which, together with options granted under all employee stock purchase plans
(qualified under Section 423 of the Code) of the Company and its subsidiaries
permits the employee to accrue option rights to purchase shares in any calendar
year in excess of $25,000 of fair market value of such shares (determined at the
time an option is granted). For purposes of this Plan, the "grant date" shall be
the first day of each Purchase Period, as defined in Section 2 of the Plan.

         7. Option Price. The exercise price of each option granted under the
Plan shall be equal to the "Discount" multiplied by the fair market value per
share of the Common Stock on the grant date. The term "Discount" shall mean a
percentage not less than 85%. The Discount shall be 85% unless otherwise
determined by the Committee in its sole discretion on or before the grant date.
For purposes of this Plan, the fair market value per share shall be deemed to
be:

                  (a) the average of the closing sales prices of the Common
Stock on the principal securities exchange on which the Common Stock may at the
time be listed (or, if there have been no sales on such exchange on any day, the
average of the closing high bid and low asked prices on such exchange at the end
of such day) for the five (5) consecutive trading days on such exchange
immediately preceding the grant date; or

                  (b) if the Common Stock is not listed on a securities
exchange, the average of the closing sales prices of the Common Stock on The
Nasdaq Stock Market (or, if there have been no sales on The Nasdaq Stock Market
on any such day, the average of the closing high bid and low asked prices on The
Nasdaq Stock Market at the end of such day) for the five (5) consecutive trading
days on The Nasdaq Stock Market immediately preceding the grant date; or

                  (c) if the Common Stock is not listed on any domestic stock
exchange or The Nasdaq Stock Market, the average of the mean between the closing
high bid and low asked price as reported by the OTC Bulletin Board for the five
(5) consecutive trading days on the OTC Bulletin Board immediately preceding the
grant date; or

                  (d) if none of the foregoing clauses apply, the fair value as
determined in good faith by the Committee.



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         8. Payment for Option Shares.

                  (a) Shares Under Option. An eligible employee may elect to
participate in an offering by delivering to the Company an election to
participate and a payroll deduction form within a certain period of time, which
period shall be designated by the Committee prior to each offering date (the
"Election Period") and which election shall become irrevocable as to the
applicable Purchase Period at the end of the Election Period. An eligible
employee's election to participate and payroll deduction form from the preceding
Election Period automatically shall carry over to the next Election Period
unless affirmatively revoked in writing by the employee. An employee who elects
to participate may not authorize payroll deductions which, in the aggregate, are
more than ten percent (10%) of the employee's after-tax base salary (not
including overtime and bonus payments). Only whole shares of Common Stock may be
purchased under the Plan.

                  (b) A participating employee may not authorize payroll
deductions for less than an entire Purchase Period. An employee may suspend
payroll deductions during a Purchase Period at any time, and all funds withheld
prior to such suspension, which have not yet been applied to the purchase of
Common Stock, shall, at the employee's election, be used to exercise the option
on the Purchase Date to the extent payroll deductions were made prior to such
suspension or be returned by the Company to the employee as soon as practicable.

                  (c) Payroll deductions shall commence on the first payroll
date in the Purchase Period and shall continue until the last payroll date in
the Purchase Period; provided, however, that unless an election is revoked, such
election shall continue into successive six month Purchase Periods.

                  (d) A participating employee's option shall be deemed to have
been exercised at the close of business on the last business day of the Purchase
Period, to the extent of the payroll deductions withheld during such Purchase
Period, which shall be the earlier of (i) the last day in the six month period
following the grant date or (ii) the date on which the Purchase Period is
terminated pursuant to Section 13.

                  (e) The Company retains the right to designate an exclusive
broker to handle the Common Stock transactions under the Plan. As soon as
practicable after the end of the Purchase Period, the Company shall deliver to
each employee or a designated brokerage account, through a certificate or
electronic transfer, the shares of Common Stock that such employee has
purchased. Unless otherwise determined by the Committee, any amount that has
been deducted and withheld in excess of the option price automatically shall be
paid by check to the participating employee promptly following the end of the
Purchase Period in which withheld.

                  (f) Unless otherwise determined by the Committee, no interest
shall accrue or be paid on any amounts paid by payroll deduction by any
participating employee.

         9. Non-Transferability. No option shall be transferable by an employee
other than by will or the laws of descent and distribution, and an option shall
be exercised during an employee's life time only by an employee.



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         10. Restriction on Transfers of Shares. Shares issued pursuant to the
exercise of an option under the Plan may not be disposed of by the employee
until the expiration of one (1) year after the exercise date. Such restriction
on transfer may be waived by the Committee in the event of extreme hardship, as
determined by the Committee in its sole discretion.

         11. Termination of Employment, Unpaid Leave of Absence or Layoff. If a
participating employee ceases to be employed by the Company for any reason (with
or without severance pay), including but not limited to, voluntary or forced
resignation, retirement, death, layoff, or if an employee is on an unpaid leave
of absence for more than 60 days, or during any period of severance, payroll
deductions with respect to such employee shall cease and all funds withheld
prior to such termination, which have not yet been applied to the purchase of
Common Stock, shall, at the employee's election, be used to exercise the option
on the Purchase Date to the extent payroll deductions were made prior to such
termination or be returned by the Company to the employee (or his or her estate
or heirs) as soon as practicable.

         12. Adjustments. In the event of changes in the outstanding Common
Stock by reason of stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges or other
relevant changes in the capital structure of the Company, an appropriate
adjustment shall be made by the Committee in the number of shares and kind of
stock or other securities for which options may be or may have been granted
under the Plan, and the exercise price related thereto, to the end that the
proportionate interests shall be maintained as before the occurrence of such an
event. Any of the foregoing adjustments may provide for the elimination of any
fractional share which might otherwise become subject to any option.

         13. Change of Control.

                  (a) After any merger of one or more corporations into the
Company in which the Company shall be the surviving corporation or any share
exchange in which the Company is a constituent corporation, each participant
shall, at no additional cost, be entitled upon the exercise of an option, to
receive (subject to any required action by shareholders), in lieu of the number
of shares of Common Stock for which such option shall then be exercisable, the
consideration which such participant would have been entitled to receive
pursuant to the terms of the agreement of merger or share exchange if at the
time of such merger or share exchange such participant had been a holder of
record of a number of shares of Common Stock equal to the number of shares then
underlying the option. In addition, if any person or entity becomes the
beneficial owner of more than fifty percent (50%) of the number of shares then
issued and outstanding, whether in connection with such merger or share exchange
or otherwise, or upon any sale by the Company of all or substantially all of its
assets, the Committee shall have the right to terminate the Purchase Period as
of such date, and, if so terminated, each participant shall be deemed to have
exercised, immediately prior to such merger, share exchange, acquisition or sale
of assets, his or her option to the extent payroll deductions were made prior
thereto. Comparable rights shall accrue to each participant in the event of
successive mergers or consolidations of the character described above.

                  (b) Notwithstanding anything contained herein to the contrary,
upon the dissolution or liquidation of the Company or upon any merger or share
exchange in which the



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Company is not the surviving corporation (other than a merger with a
wholly-owned subsidiary of the Company formed for the purpose of changing the
Company's corporate domicile where the Plan is assumed by the survivor), the
Purchase Period for any option granted under this Plan shall terminate as of the
date of the aforementioned event, and each participant shall be deemed to have
exercised, immediately prior to such dissolution, liquidation, merger or share
exchange, his or her option to the extent payroll deductions were made prior
thereto.

                  (c) The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment may provide for the elimination of any
fractional share which might otherwise become subject to an option.

         14. Termination and Amendment. The Board may terminate the Plan, or the
granting of options under the Plan, at any time. No option shall be granted
under the Plan after May 14, 2015.

         The Board may amend or modify the Plan at any time and from time to
time, but no amendment or modification shall disqualify the Plan under Section
423 of the Code, or Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as amended from time to time (or any successor
rule), without shareholder approval.

         No amendment, modification, or termination of the Plan shall in any
manner affect any option granted under the Plan without the consent of the
participant holding the option.

         15. Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on the exercise of an option as
may be required to satisfy the requirements of Rule 16b-3 of the Exchange Act,
as amended from time to time (or any successor rule).

         16. Rights Prior to Delivery of Shares. No participant shall have any
rights as a shareholder with respect to shares covered by an option until the
issuance of a stock certificate or electronic transfer to the employee or the
employee's brokerage account of such shares. No adjustment shall be made for
dividends or other rights with respect to such shares for which the record date
is prior to the date the certificate is issued or the shares electronically
delivered to a brokerage account.

         17. Securities Laws. Anything to the contrary herein notwithstanding,
the Company's obligation to sell and deliver stock pursuant to the exercise of
an option is subject to such compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities as the
Company deems necessary or advisable. The Company shall not be required to sell
and deliver stock unless and until it receives satisfactory assurance that the
issuance or transfer of such shares will not violate any of the provisions of
the Securities Act of 1933 or the Exchange Act, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder or those of any
stock exchange on which the stock may be listed and the provisions of any state
laws governing the sale of securities, or that there has been compliance with
the provisions of such acts, rules, regulations and laws.



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         The Board may impose such restrictions on any shares of Common Stock
acquired pursuant to the exercise of an option under the Plan as it may deem
advisable, including, without limitation, restrictions (a) under applicable
federal securities laws, (b) under the requirements of any stock exchange or
other recognized trading market upon which such shares of Common Stock are then
listed or traded, and (c) under any blue sky or state securities laws applicable
to such shares. No shares shall be issued until counsel for the Company has
determined that the Company has complied with all requirements under appropriate
securities laws.

         18. Approval of Plan. The Plan shall be subject to the approval of the
holders of at least a majority of the Common Stock of the Company present and
entitled to vote at a meeting of shareholders of the Company held within 12
months after adoption of the Plan by the Board. If not approved by shareholders
within such 12-month period, the Plan and any options granted hereunder shall
become void and of no effect.

         19. Effect on Employment. Neither the adoption of the Plan nor the
granting of an option pursuant to it shall be deemed to create any right in any
employee to be retained or continued in the employment of the Company, parent or
a subsidiary.

         20. Use of Proceeds. The proceeds received from the sale of shares
pursuant to the Plan shall be used for corporate purposes by the Company.


        BOARD OF DIRECTORS APPROVAL: 5/15/95, 6/23/95, 10/31/96, 10/22/04
                     SHAREHOLDER APPROVAL: 6/23/95, 12/6/04





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